1. Acceptance of terms
1.2 The Terms are entered into by and between Parallels, Inc. ("Parallels") and You. If you are using the Services on behalf of Your employer, You represent that You are authorized to accept these Terms on Your employer's behalf. Parallels provides the Parallels online store and other on-line resources accessible via parallels.com (the "Services") to You, subject to the Terms. Unless explicitly stated otherwise, the Terms will govern Your use of any new features that augment or enhance the current Services, including the release of new Parallels resources. In addition to the Terms and unless otherwise noted, the Parallels Standard License governs purchases You make through parallels.com, unless You have currently in effect a separate written purchase or license agreement with Parallels for that product, in which case that separate agreement governs. If there is a conflict between: (a) these Terms, and (b) either the Parallels Standard License or other applicable purchase or license agreement, the latter prevail.
2. Term and Termination
This Agreement will commence on the Effective Date and continue for twelve (12) full calendar months (the "Initial Term") unless terminated as set forth below. Thereafter, the Agreement will automatically renew for successive twelve (12) month periods (the Initial Term and all successive twelve (12) month periods, collectively, the "Term") until terminated as set forth herein. Either party may terminate thisAgreement at any time during the Term, with or without cause, on thirty (30) days' prior written notice to the other party; provided that if one party terminates the Agreement for cause, the breaching party may cure that breach within the thirty (30) day notice period.
On any termination hereunder, Parallels will fill any orders accepted by Parallels through the date of termination and not cancelled by Reseller. Reseller will promptly remit to Parallels any and all amounts due and owing hereunder net thirty (30) days of the termination date. Reseller may sell Software in its inventory following the termination date, subject to its continued compliance with this Agreement.
Indemnification by Reseller. Reseller will indemnify, defend and hold harmless Parallels and its affiliates and their respective officers, directors, shareholders, employees and agents from and against any and all third party claims, causes of action and other liabilities, including attorney's fees (each, a "Claim"), arising out of or in connection with (i) Reseller's use, marketing or distribution of Software, (ii) the negligence or misconduct of Reseller and/or its employees, representatives, agents or dealers; (iii) Reseller's breach of this Agreement and (iv) any unauthorized representation, warranty or agreement or any misrepresentation, express or implied, made by Reseller to any of its end-users or any other third party with respect to Software.
Indemnification by Parallels. Parallels will indemnify, defend and hold harmless Reseller and its affiliates and their respective officers, directors, shareholders, employees and agents from and against any third party Claim alleging that Software infringes any third party copyrights, trade secrets or patents to the extent of any damages attributable to such infringement and finally incurred by Reseller in the judicial or arbitrated resolution of any such Claim or in a monetary settlement thereof.
If the sale, use or distribution of any Software is enjoined or likely to be enjoined, Parallels will, at its option, either procure for Reseller and its end-users the right to continue to sell or use that Software or modify or replace the Software, without material loss of functionality, so that it becomes non-infringing. If neither of such alternatives is reasonably commercially possible, as determined by Parallels in its discretion, the infringing Software will be returned to Parallels, this Agreement will terminate as to that Software and Reseller's sole remedy and Parallels' sole liability will be for Parallels to reimburse Reseller solely for (i) refunds, if any, actually issued by Reseller to any end-user for the affected Software and (ii) fees, if any, already paid by Reseller on its remaining inventory which Reseller is unable to ship, all up to a maximum amount equal to the aggregate fees paid by Reseller to Parallels hereunder through the date of such termination. Parallels will have no obligation hereunder for or with respect to Claims which arise by reason of (a) the combination of Parallels' non-infringing items with any items not supplied by Parallels and (b) modification of the Software by Reseller or one of its end-users.
Conditions to Indemnification. The foregoing indemnities are conditioned on (i) prompt written notice by the indemnified party of any Claim; (ii) the indemnifying party's control of the defense and settlement of any Claim hereunder and (iii) all reasonable cooperation and assistance by the indemnified party in the defense and settlement of such claim at the indemnifying party's expense. The indemnifying party will not be responsible for any costs incurred or compromise made by the indemnified party without the indemnifying party's written consent.
Reseller agrees to hold all confidential information in the strictest confidence and not to make any use thereof other than for the performance of the agreement. All terms of this agreement are confidential between the parties hereto. Both parties hereby agree not to divulge the content of this agreement, including royalty arrangements, to any third-party without the prior written approval of the other party.
5. Limitation of Liability
Except on Reseller's misappropriation of Parallels' intellectual property or confidential information, in no event will either party be liable for any indirect, incidental, special or consequential damages, including the loss of profits, revenue, data or use or the cost of procurement of substitute goods, incurred or suffered by the other party or any third party in connection with the Software or this agreement, whether in an action in contract, tort (including negligence), product liability, based on a warranty or otherwise, even if the other party or any other person has been advised of the possibility of such damages. In no event will Parallels' liability hereunder exceed the aggregate amounts paid by Reseller hereunder.
6. Distribution, Retailer, and Reseller Obligations
You understand and acknowledge that only authorized distributors, retailers and resellers which are specifically authorized by Parallels may distribute, retail and resell Parallels products. In the event that You are selected by Parallels to become an authorized distributor, retailer or reseller, You agree that You will not distribute, retail or resell Parallels products or Services to any purchaser who You know, or should know, intends to resell Parallels products or Services unless that purchaser is an authorized distributor, retailer or reseller of Parallels products. If You are not certain whether a purchaser is an authorized distributor, retailer or reseller of Parallels products, You agree to not to distribute or sell Parallels products to any such entity unless you have obtained written consent from Parallels in advance of such distribution or sale. In addition, as a distributor, retailer or reseller of Parallels products, You represent and warrant that you will not knowingly distribute or sell (i) any counterfeit, illegal or fraudulent products which purport to be genuine Parallels products; (ii) any Parallels Products which were originally intended for distribution or sale in a geographic territory outside of the territory in which Parallels has granted You rights of distribution, retail or resale; or (iii) Parallels Products which were not originally intended as full commercial versions such as educational, trial, upgrade, OEM versions or versions which were offered under promotional campaigns. Parallels has the right to terminate this Agreement immediately in the event that You breach any of the obligations set forth in this paragraph.
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